-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VKJoc60mo3pZGyGcpy0I4g2tGR6YibJkRSC9Enle1Eiwo/3lVgy0p38dTf3+3YiT Mq37r3JklcDr06e4GrGf7A== 0000950159-05-000685.txt : 20050611 0000950159-05-000685.hdr.sgml : 20050611 20050526112525 ACCESSION NUMBER: 0000950159-05-000685 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050526 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DNB FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000713671 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232222567 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16667 FILM NUMBER: 05858692 BUSINESS ADDRESS: STREET 1: 4 BRANDYWINE AVE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 BUSINESS PHONE: 6102691040 MAIL ADDRESS: STREET 1: 4 BRANDYWINE AVENUE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 8-K 1 dnb8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 26, 2005 DNB Financial Corporation ------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 0-16667 23-2222567 --------------------- ------------- -------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 4 Brandywine Avenue, Downingtown, Pennsylvania 19335 --------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 269-1040 Not Applicable ---------------------------------------------- Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. At its meeting on May 25, 2005, the Board of Directors of DNB Financial Corporation (the "Registrant"), upon the recommendation of the Benefits and Compensation Committee (the "Committee"), approved the following Restricted Stock Awards effective May 25, 2005, under the DNB Financial Corporation Incentive Equity and Deferred Compensation Plan, for the following members of the Registrant's executive management. No. Restricted Name Title Shares Awarded William Latoff Chairman & CEO 4,200 William Hieb President & COO 3,300 Tom Miller First EVP & Senior Loan Officer 1,650 Richard Wright EVP/Retail Banking 900 Ronald Dankanich EVP/Operations & Secretary 900 Bruce Moroney EVP & CFO 900 Pursuant to the terms of Restricted Stock Award Agreements between the Registrant and each grantee, the awards are subject to cliff vesting on the earlier of a change in control of the Registrant (as defined in the award agreement) or the expiration of 3 years, but vesting is conditioned upon continued employment with the Registrant and/or DNB First, National Association (the "Bank") prior to the issuance of such plan shares. Upon issue, resale of these shares is contractually restricted for an additional 2-years after the date of issue. The market value of the plan shares on the date of their grant, May 25, 2005, as determined by averaging the Bid and the Ask price on the grant date, was $27.57 per share. The award agreements further provide that, upon vesting and issuance of the plan shares, the grantee may elect to pay withholding taxes on the award in cash, or by electing to apply some of the awarded shares at their then fair market value, or both. Item 8.01. Other Events. On May 26, 2005, DNB Financial Corporation announced that its Board of Directors declared a $0.13 cash dividend per share on its common stock. A copy of the press release is attached hereto as Exhibit 99.2, and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. The following exhibits are furnished herewith: 99.1 Press Release, dated May 26, 2005, of DNB Financial Corp. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DNB Financial Corporation May 26, 2005 By: /s/ Bruce E. Moroney ------------------------------- Name: Bruce E. Moroney Title: Chief Financial Officer EX-99 2 exhibit99-1.txt EXHIBIT 99.1 Exhibit 99.1 DNB Financial Corporation [GRAPHIC OMITTED] For further information, please contact: Bruce Moroney CFO/ Executive Vice President 484-359-3153 FOR IMMEDIATE bmoroney@dnbfirst.com RELEASE DNB Financial Corporation Declares a $0.13 Cash Dividend (May 26, 2005 -- Downingtown, PA) DNB Financial Corporation (OTC BB:DNBF.OB), parent of DNB First, National Association, today announced that its Board of Directors declared a cash dividend of $0.13 per share for the second quarter of 2005 to shareholders of record on June 10, 2005. The cash dividend will be paid on June 20, 2005. DNB Financial Corporation is a bank holding company whose bank subsidiary, DNB First, National Association, is a $430 million community bank headquartered in Chester County, Pennsylvania. The Bank is the oldest independent bank in the county, founded in 1860, with nine full service offices. In addition to a broad array of consumer banking products, DNB offers commercial and construction lending, commercial leasing, cash management, brokerage and insurance through DNB Financial Services, and trust services through DNB Advisors. Customers may also visit DNB at its internet website at http://www.dnbfirst.com. Inquiries regarding the purchase of DNB Financial Corporation stock may be made through the market makers listed on our website at http://www.dnbfirst.com. 4 Brandywine Avenue o Downingtown, PA 19335-0904 o (610) 269-1040 -----END PRIVACY-ENHANCED MESSAGE-----